SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

         [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1999

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

       From the transition period from ____________ to __________________

                         Commission File Number 0-19899

                             U.S. HOME & GARDEN INC.
                          (Exact name of registrant as
                            specified in its charter)

             Delaware                                          77-0262908
  (State or other jurisdiction                                IRS Employer
of incorporation or organization)                        (Identification Number)


                              655 Montgomery Street
                         San Francisco, California 94111
                    (Address of Principal Executive Offices)

                                 (415) 616-8111
              (Registrant's Telephone Number, Including Area Code)

Indicate by check whether the registrant : (1) has filed all reports required to
be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                              Yes _X_   No ____

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of May 11, 1999 there were  19,325,376  shares of the issuer's  common stock,
par value $.001 per share, outstanding.

<PAGE>

Part 1.  -    Financial Information

Item 1.  -    Consolidated Financial Statements

              Consolidated balance sheet as of June 30, 1998
              and March 31, 1999  (Unaudited)                                1-2

              Consolidated statements of income for the three  
              months and nine months ended March 31, 1998
              and 1999  (Unaudited)                                            3

              Consolidated  statements of cash flows for the
              nine months ended March 31, 1998 and 1999 (Unaudited)          4-5

              Notes to consolidated financial statements                     6-8

Item 2.  -    Management's Discussion and Analysis of Financial
              Condition and Results of Operations.                          9-16

Item 3.  -    Quantitative and Qualitative Disclosures about Market Risk      16


Part II. -    Other Information

Item 2.  -    Changes in Securities                                           17

Item 6.  -    Exhibits and Reports on Form 8-K                                17


Signatures                                                                    18

<PAGE>

                                        U.S. Home & Garden Inc. and Subsidiaries


                                                     Consolidated Balance Sheets

================================================================================

<TABLE>
<CAPTION>
                                                                        June 30, 1998    March 31, 1999
-------------------------------------------------------------------------------------------------------
                                                                                           (Unaudited)
<S>                                                                      <C>            <C>         
Assets

Current
   Cash and cash equivalents                                             $ 27,130,000   $  3,276,000
   Accounts receivable, less allowance for doubtful accounts and sales
     returns of $339,000 and $502,000                                      17,350,000     35,158,000
   Inventories                                                             11,763,000     21,273,000
   Prepaid expenses and other current assets                                1,130,000        998,000
   Deferred tax asset                                                         522,000        522,000
-------------------------------------------------------------------------------------------------------

Total Current Assets                                                       57,895,000     61,227,000

Property and Equipment, net                                                 3,590,000     12,251,000

Intangible Assets
   Excess of cost over net assets acquired, net of accumulated
     amortization of $4,335,000 and $6,254,000                             58,864,000     74,774,000
   Deferred financing costs, net of accumulated
     amortization of $21,000 and $125,000                                   3,186,000      3,565,000
   Product rights, patents and trademarks, net of accumulated
     amortization of $93,000 and $115,000                                     165,000        727,000
   Non-compete agreement, net of accumulated amortization of
     $48,000 and $128,000                                                     462,000      1,382,000
   Package design, net of accumulated amortization of
     $247,000 and $450,000                                                    718,000      1,108,000

Trade Credits                                                                 944,000        944,000

Officer Receivables                                                           850,000        751,000

Other Assets                                                                  139,000        123,000
-------------------------------------------------------------------------------------------------------
                                                                         $126,813,000   $156,852,000
=======================================================================================================
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                       1

<PAGE>


                                        U.S. Home & Garden Inc. and Subsidiaries


                                                     Consolidated Balance Sheets

================================================================================

<TABLE>
<CAPTION>
                                                                June 30, 1998    March 31, 1999
-----------------------------------------------------------------------------------------------
                                                                                  (Unaudited)
<S>                                                             <C>              <C>          
Liabilities and Stockholders' Equity

Current
   Working capital line of credit                               $          --    $  15,500,000
   Accounts payable                                                 4,501,000        5,636,000
   Accrued expenses                                                 3,922,000        4,796,000
   Accrued co-op advertising                                          645,000        1,489,000
   Accrued commissions                                              1,106,000        1,963,000
   Accrued purchase consideration                                     978,000               --
----------------------------------------------------------------------------------------------

Total Current Liabilities                                          11,152,000       29,384,000

Deferred Tax Liability                                                812,000        1,025,000

Acquisition Line of Credit                                                 --       15,500,000

Other Long-Term Liabilities                                                --          754,000

Company Obligated Mandatorily Redeemable Preferred
   Securities of Subsidiary Trust Holding Solely Junior
   Subordinated Debentures
                                                                   63,250,000       63,250,000
----------------------------------------------------------------------------------------------

Total Liabilities                                                  75,214,000      109,913,000
----------------------------------------------------------------------------------------------

Commitments, Contingency and Subsequent Events (Note 4)                    --               --

Stockholders' Equity
   Preferred stock, $.001 par value - shares authorized,
     1,000,000; no shares outstanding                                      --               --
   Common stock, $.001 par value - shares authorized,
     75,000,000; 20,133,000 and 21,052,000 shares issued at
     June 30, 1998 and March 31, 1999
                                                                       20,000           21,000
   Additional paid-in capital                                      50,153,000       50,300,000
   Retained earnings                                                2,733,000        5,194,000
----------------------------------------------------------------------------------------------
                                                                   52,906,000       55,515,000
   Less: Treasury Stock, 236,000 and 1,793,000 shares at cost      (1,307,000)      (8,576,000)
----------------------------------------------------------------------------------------------

Total Stockholders' Equity                                         51,599,000       46,939,000
----------------------------------------------------------------------------------------------

                                                                $ 126,813,000    $ 156,852,000
==============================================================================================
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                       2
<PAGE>

                                        U.S. Home & Garden Inc. and Subsidiaries


                                               Consolidated Statements of Income

================================================================================

<TABLE>
<CAPTION>
                                        Three Months Ended March 31,        Nine Months Ended March 31,
                                       -----------------------------       -----------------------------
                                           1998             1999             1998              1999
========================================================================================================
                                                 Unaudited                          Unaudited
                                       -----------------------------       -----------------------------
<S>                                    <C>               <C>               <C>               <C>        
Net Sales                              $23,520,000       $34,769,000       $39,058,000       $61,522,000

Cost of Sales                           10,482,000        16,565,000        17,861,000        29,628,000
--------------------------------------------------------------------------------------------------------

Gross Profit                            13,038,000        18,204,000        21,197,000        31,894,000
--------------------------------------------------------------------------------------------------------

Operating Expenses
   Selling and shipping                  3,797,000         5,862,000         8,458,000        12,807,000
   General and administrative            1,518,000         1,410,000         4,242,000         6,639,000
   Depreciation                            184,000           411,000           509,000         1,002,000
   Goodwill amortization                   428,000           698,000         1,226,000         1,919,000
   Other amortization                       40,000           120,000            84,000           303,000
--------------------------------------------------------------------------------------------------------

                                         5,967,000         8,501,000        14,519,000        22,670,000
--------------------------------------------------------------------------------------------------------

Income from Operations                   7,071,000         9,703,000         6,678,000         9,224,000

Other Income (Expense)
   Investment income                       245,000            15,000           349,000           512,000
   Interest (expense)                     (922,000)       (2,087,000)       (2,519,000)       (5,426,000)
--------------------------------------------------------------------------------------------------------

Income before Income Taxes               6,394,000         7,631,000         4,508,000         4,310,000

Income tax (expense)                    (2,700,000)       (3,200,000)       (1,900,000)       (1,770,000)
--------------------------------------------------------------------------------------------------------

Net Income                              $3,694,000        $4,431,000        $2,608,000        $2,540,000
========================================================================================================

Basic Earnings per Common Share               $.19              $.23              $.15              $.13
========================================================================================================

Diluted Earnings Per Common Share             $.15              $.19              $.12              $.11
========================================================================================================
</TABLE>

                    See accompanying notes to consolidated financial statements.


                                       3
<PAGE>


                                        U.S. Home & Garden Inc. and Subsidiaries


                                           Consolidated Statements of Cash Flows

================================================================================

<TABLE>
<CAPTION>
Increase (Decrease) in Cash


Nine months ended March 31,                                            1998               1999
--------------------------------------------------------------------------------------------------
                                                                                       (Unaudited)
<S>                                                                  <C>               <C>         
Cash Flows from Operating Activities
   Net income                                                         $2,608,000        $2,540,000
   Adjustments to reconcile net income to net cash used in
     operating activities:
     Depreciation expense                                                509,000         1,002,000
     Amortization of goodwill                                          1,226,000         1,919,000
     Amortization of other intangibles                                    84,000           303,000
     Amortization of deferred financing costs                            301,000            75,000
     Changes in operating assets and liabilities, net of assets
       acquired and liabilities assumed:
     Accounts receivable                                             (11,966,000)      (18,040,000)
     Inventories                                                      (2,658,000)       (6,162,000)
     Prepaid expenses and other current assets                        (1,716,000)           83,000
     Accounts payable and accrued expenses                             6,037,000           521,000
     Deferred tax asset                                                  401,000           213,000
     Other assets                                                        203,000            16,000
--------------------------------------------------------------------------------------------------

Net Cash Used in Operating Activities                                 (4,971,000)      (17,530,000)
--------------------------------------------------------------------------------------------------

Cash Flows from Investing Activities
   Payment for purchase of businesses, net of cash acquired          (20,274,000)      (26,772,000)
   Payment for non-compete                                                    --        (1,000,000)
   (Increase) decrease in officer receivables                           (154,000)           99,000
   Purchase of property and equipment                                   (697,000)       (1,404,000)
   Purchase of package design                                           (435,000)         (592,000)
--------------------------------------------------------------------------------------------------

Net Cash Used in Investing Activities                                (21,560,000)      (29,669,000)
--------------------------------------------------------------------------------------------------

</TABLE>


                                       4
<PAGE>

                                        U.S. Home & Garden Inc. and Subsidiaries


                                           Consolidated Statements of Cash Flows

================================================================================

<TABLE>
<CAPTION>
Increase (Decrease) in Cash


Nine months ended March 31,                                          1998               1999
--------------------------------------------------------------------------------------------------
                                                                                       (Unaudited)
<S>                                                                <C>                 <C>         
Cash Flows from Financing Activities
   Proceeds from issuances of stock                                $18,847,000          $147,000
   Repurchase of common stock for treasury                                  --        (7,268,000)
   Repurchase of unit purchase options                              (3,221,000)          (79,000)
   Proceeds from bank line of credit                                18,808,000        31,500,000
   Payments on bank line of credit                                 (10,643,000)         (500,000)
   Proceeds from notes payable                                      10,000,000                --
   Payments on notes payable                                        (7,290,000)               --
   Acquisition of finance cost                                        (122,000)         (455,000)
------------------------------------------------------------------------------------------------

Net Cash Provided by Financing Activities                           26,379,000        23,345,000
------------------------------------------------------------------------------------------------

Net decrease in cash and cash equivalents                             (152,000)      (23,854,000)

Cash and Cash Equivalents, beginning of period                       2,083,000        27,130,000
------------------------------------------------------------------------------------------------

Cash and Cash Equivalents, end of period                            $1,931,000        $3,276,000
================================================================================================


Supplemental Disclosure of Cash Flow Information

   Cash paid for interest, including deferred financing costs       $2,223,000        $5,609,000
   Cash paid for taxes                                                $238,000           $69,000
================================================================================================
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                       5
<PAGE>


                                        U.S. Home & Garden Inc. and Subsidiaries


                                      Notes to Consolidated Financial Statements

================================================================================

1.   The accompanying  consolidated  financial  statements at March 31, 1999 and
     for the three and nine months ended March 31, 1998 and 1999 are  unaudited,
     but, in the opinion of management,  include all adjustments necessary for a
     fair  presentation  of  consolidated  financial  position  and  results  of
     operations  for the periods  presented.  The results for the three and nine
     months ended March 31, 1999 are not  necessarily  indicative of the results
     of operations for a full year.

2.   Refer to the audited  consolidated  financial statements for the year ended
     June 30, 1998, for details of accounting policies and detailed notes to the
     consolidated financial statements.

3.   Inventories consist of:

                                      June 30, 1998            March 31, 1999
     ===========================================================================
                                               (000)                     (000)

     Raw materials                           $4,362                   $10,281
     Finished goods                           7,401                    10,992
     ---------------------------------------------------------------------------

                                            $11,763                   $21,273
     ===========================================================================

4.   On February 28, 1998, Weed Wizard Acquisition  Corporation,  a wholly-owned
     subsidiary  of the  Company,  acquired  all the assets and assumed  certain
     liabilities  of  Weed  Wizard  Inc.,  a  lawn  and  garden   company,   for
     approximately $16.3 million.

     On October  16,  1998,  the  Company  completed  the  acquisition  of Ampro
     Industries Inc., a lawn and garden company, for approximately $24.6 million
     with additional  purchase price payments over the next two years based upon
     its future  operating  cash flow.  An  additional $1 million was paid for a
     non-compete agreement.

     The  acquisitions  were  accounted for as purchases and,  accordingly,  the
     results of operations have been included in the  consolidated  statement of
     the  operations  since the  acquisition  dates.  The  value of  intangibles
     purchased  and the  excess of the  purchase  price  over the fair  value of
     assets acquired totaled  approximately $28 million and will be amortized on
     a straight line basis over the estimated useful life of thirty years.


                                       6
<PAGE>


                                        U.S. Home & Garden Inc. and Subsidiaries


                                      Notes to Consolidated Financial Statements

================================================================================

     The following unaudited pro forma summary combines the consolidated results
     of operations of the Company, Weed Wizard, Inc. and Ampro Industries,  Inc.
     as if the  acquisitions  had  occurred at the  beginning of fiscal 1998 and
     fiscal 1999,  after giving  effect to certain  adjustments,  including  the
     amortization  of excess  costs over  assets  acquired,  increased  interest
     expense and the  elimination of certain  expenses  incurred by Weed Wizard,
     Inc. and Ampro Industries, Inc. related to the acquisitions. This pro forma
     summary  does not  necessarily  reflect the results of  operations  as they
     would have been if the  Company,  Weed Wizard,  Inc. and Ampro  Industries,
     Inc.  had  constituted  a  single  entity  during  such  period  and is not
     necessarily indicative of results which may be obtained in the future.

     Nine months ended March 31,                       1998             1999
     ==========================================================================
                                                       (000)            (000)

     Net sales                                      $57,695          $62,672
     Net income                                       1,758            1,109
     Diluted net income per common share                .08              .05
     ==========================================================================

5.   The following is a reconciliation  of the weighted average number of shares
     used to compute basic and dilutive earnings per share before  extraordinary
     expense:

<TABLE>
<CAPTION>
                                         Three Months Ended March 31,   Nine Months ended March 31,
                                         ----------------------------   ---------------------------
                                                 1998           1999           1998           1999
     ==============================================================================================
<S>                                        <C>            <C>            <C>            <C>       
     Basic earnings per common share       19,943,000     19,300,000     16,987,000     19,736,000
     Options and warrants                   5,095,000      4,209,000      4,900,000      4,090,000
     ----------------------------------------------------------------------------------------------

     Diluted earnings per common share     25,038,000     23,509,000     21,887,000     23,826,000
     ==============================================================================================
</TABLE>


                                       7
<PAGE>


                                        U.S. Home & Garden Inc. and Subsidiaries


                                      Notes to Consolidated Financial Statements

================================================================================

6.   During the  quarter  ended  December  31,  1998,  the  Company  completed a
     financing  agreement  (the  "Credit  Agreement")  with Bank of America (the
     "Bank").  The  Credit  Agreement  provides  for  a  $25  million  revolving
     acquisition  line  of  credit  ("the  Acquisition   Facility")  to  finance
     acquisitions  and a $20 million  working  capital  revolving line of credit
     ("the Working Capital  Facility").  Borrowings under such credit facilities
     bear  interest  at variable  annual  rates  chosen by the Company  based on
     either (i) the London  Interbank  Offered Rate ("LIBOR") plus an applicable
     marginal  rate,  or (ii) the higher of 0.5% above the then current  Federal
     Funds Rate or the Prime  Rate of Bank of  America,  in each  case,  plus an
     applicable  marginal rate. The Acquisition  Facility  terminates at October
     15,  2001 and the  outstanding  balance is payable  in  quarterly  payments
     starting  with  December 31, 2001 and ending with  December  31, 2004.  The
     Working  Capital  Facility  terminates  with the balance due on October 15,
     2001. The Company is required to maintain a zero balance, under the Working
     Capital  Facility,  for at least 30 consecutive days during the period from
     July 1 to  December  1 of each  year.  However,  if the  Company  elects to
     terminate  the  Credit   Agreement  prior  to  the  expiration   date,  the
     outstanding  balance must be prepaid  together with a premium of 1% to 0.5%
     of the total facility.

     The Company's  obligations under the Credit Agreement are guaranteed by its
     subsidiaries  and  secured by a security  interest  in favor of the Bank in
     substantially all of the assets of the Company and its  subsidiaries.  Upon
     the  occurrence of an event of default  specified in the Credit  Agreement,
     the  maturity  of loans  outstanding  under  the  Credit  Agreement  may be
     accelerated by the Bank, which may also foreclose its security  interest on
     the assets of the Company and its subsidiaries.

     Under the Credit Agreement,  the Company and its subsidiaries are required,
     among other  things,  to comply with (a) certain  limitations  on incurring
     additional indebtedness,  liens and guaranties,  on dispositions of assets,
     payment  of  cash  dividends  and  cash   redemption  and   repurchases  of
     securities, and (b) certain limitations on merger, liquidations, changes in
     business,  investments,  loans and  advances,  affiliate  transactions  and
     certain  acquisitions.  In  addition,  the Company must comply with certain
     financial  tests  and  ratios.  A  violation  of  any  of  these  covenants
     constitutes an event of default under the Credit Agreement.



                                       8
<PAGE>


Item 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



"Safe Harbor  Statement under the Private  Securities  Litigation  Reform Act of
1995:

     Certain information included in this Item 2. and elsewhere in the Form 10-Q
that are not historical facts contain forward looking  statements that involve a
number of known and unknown  risks,  uncertainties  and other factors that could
cause the actual  results,  performance  or  achievements  of the  Company to be
materially  different  from  any  future  results,  performance  or  achievement
expressed  or  implied  by such  forward  looking  statements.  These  risks and
uncertainties  include,  but are not limited to, the Company's  growth strategy,
the  effect  of  recent  acquisitions,   customer   concentration,   outstanding
indebtedness, dependence on weather conditions, seasonality, expansion and other
activities of competitors,  changes in federal or state  environmental  laws and
the administration of such laws,  protection of trademarks and other proprietary
rights,  the  general  condition  of the  economy,  uncertainty  relating to the
Company's Year 2000 compliance efforts and the possible failure of key suppliers
and  customers  to be Year 2000  compliant,  and  other  risks  detailed  in the
Company's Securities and Exchange Commission filings.  Readers are cautioned not
to place undue reliance on these forward looking  statements which speak only as
of the date the statement was made."

General

     U.S. Home & Garden Inc., ("the Company"),  manufactures and markets a broad
range of brand-name  consumer lawn and garden products  through its wholly-owned
subsidiaries  Easy Gardener,  Inc. ("Easy  Gardener"),  Ampro  Industries,  Inc.
("Ampro"), and Golden West Agri-Products, Inc. ("Golden West"), and through Easy
Gardener's  wholly-owned  subsidiaries,  Weatherly Consumer Products Group, Inc.
("Weatherly") and Weed Wizard Acquisition,  Corp. ("Weed Wizard").  Between 1992
and  December  31,  1998,  the  Company   consummated   nine   acquisitions   of
complementary  lawn and garden  companies  and  product  lines for an  aggregate
consideration  of over $104 million in cash, notes and equity  securities.  As a
result of such  acquisitions,  the Company  recognized a  significant  amount of
goodwill,  which, in the aggregate, was approximately $81.0 million at March 31,
1999. The Company is currently  amortizing such goodwill using the straight-line
method over various time periods ranging from 20 to 30 years.


                                       9
<PAGE>

Results of Operations

     The following table sets forth, for the periods indicated, certain selected
financial data as a percentage of net sales:

<TABLE>
<CAPTION>
                                             Three Months Ended      Nine Months Ended
                                                 March 31,               March 31,
                                             1998         1999       1998         1999
<S>                                          <C>         <C>         <C>         <C>   
     Net sales                               100.0%      100.0%      100.0%      100.0%
     Cost of sales                            44.6        47.6        45.7        48.2
                                             -------     -------    -------      -------
     Gross profit                             55.4        52.4        54.3        51.8
     Selling and shipping expenses            16.1        16.9        21.7        20.8
     General and administrative expenses       9.2         7.6        15.5        16.0
                                             -------     -------    -------      -------
     Income from operations                   30.1        27.9        17.1        15.0
     Interest expense, net                    (2.9)       (6.0)       (5.5)       (8.0)
     Income tax expense                      (11.5)       (9.2)       (4.9)       (2.9)
                                             -------------------    --------------------
     Net income                               15.7%       12.7%        6.7%        4.1%
                                             ===================    ====================
</TABLE>


     Three Months Ended March 31, 1999  Compared to Three Months Ended March 31,
     1998

     Net sales. Net sales increased by $11.3 million, or 47.8%, to $34.8 million
during the three  months  ended  March 31,  1999 from $23.5  million  during the
comparable  period in 1998.  The increase in net sales was primarily a result of
the internal  growth of the Company's  pre-existing  product lines combined with
the  Company's  acquisition  of  substantially  all of the  assets  used  in the
businesses of Weed Wizard, Inc. in February 1998,  Landmaster Products,  Inc. in
March 1998, the acquisition in May 1998 of the Tensar(R)  consumer products line
from the Tensar  Corporation  and the acquisition of Ampro  Industries,  Inc. in
October 1998.

     Gross profit.  Gross profit  increased by $5.2 million,  or 39.6%, to $18.2
million for the three months ended March 31, 1999 from $13.0 million  during the
comparable  period in 1998.  This  increase was due primarily to the increase in
net sales.  Gross profit as a percentage of net sales  decreased to 52.4% during
the three months ended March 31, 1999 from 55.4% during the comparable period in
1998.  The decrease in gross profit as a percentage  of net sales was  primarily
attributable to an increase in sales of lower-margin products.

     Selling and shipping expenses. Selling and shipping expenses increased $2.1
million,  or 54.4%, to $5.9 million during the three months ended March 31, 1999
from $3.8  million  during the  comparable  period in 1998.  This  increase  was
primarily the result of an increase in the amount of products shipped, which was
a consequence of the internal growth of the Company's pre-existing product lines
combined  with the  acquisition  of the  Tensar(R)  consumer  products  line and
substantially  all of the assets used in the  businesses  of Weed Wizard,  Inc.,
Landmaster Products, Inc. and the acquisition of Ampro Industries,  Inc. Selling
and shipping expenses as a percentage of net sales increased to 16.9% during the
three  months ended March 31, 1999 from 16.1%  during the  comparable  period in
1998. This increase was a result of the acquisitions over the last twelve months
having higher selling and shipping expenses.


                                       10
<PAGE>

     General and administrative  expenses.  General and administrative  expenses
increased $469,000 or 21.6%, to $2.6 million during the three months ended March
31, 1999 from $2.2 million during the comparable  period in 1998.  This increase
was  primarily  due to  increased  amortization  of  goodwill  of  $270,000  and
depreciation  of $227,000 as a result of the asset  acquisitions of Weed Wizard,
Inc. and Landmaster  Products,  Inc., the acquisition of Ampro Industries,  Inc.
and of the  Tensar(R)  consumer  product  line.  As a  percentage  of net sales,
general and  administrative  expenses  decreased to 7.6% during the three months
ended March 31, 1999 from 9.2% during the comparable period in 1998.

     Income from operations.  Income from operations  increased by $2.6 million,
or 37.2%, to $9.7 million during the three months ended March 31, 1999 from $7.1
million  during the  comparable  period in 1998.  The  increase  in income  from
operations for the 1999 period was primarily attributable to the increase in net
sales,  offset  in  part  by  increased  selling  and  shipping  expenses.  As a
percentage of net sales, income from operations decreased to 27.9% for the three
months ended March 31, 1999 from 30.1% during the comparable period in 1998. The
decrease in income from  operations  as a percentage  of net sales was primarily
attributable to an increase in sales of lower-margin products.

     Interest expense. Interest expense increased by $1.2 million, or 126.4%, to
$2.1 million during the three months ended March 31, 1999,  from $922,000 during
the  comparable  period in 1998.  The increase in interest  expense is primarily
related to the  interest  associated  with the increase in Company debt in April
1998,  associated  with the issuance by U.S. Home & Garden Trust I, a subsidiary
of the Company,  of certain  trust  preferred  securities,  and the October 1998
borrowings  under the Company's  credit  facility to finance the  acquisition of
Ampro Industries, Inc.

     Income taxes. Income tax expense increased to $3.2 million during the three
months ended March 31, 1999 from $2.7 million  during the  comparable  period in
1998,  primarily due to the increase in net income before taxes.  The income tax
expense for each interim period is based upon the Company's  estimated effective
income tax rate for the year.

     Net income.  Net income  increased by $737,000,  or 20.0%,  to $4.4 million
during  the three  months  ended  March 31,  1999 from $3.7  million  during the
comparable period in 1998. Diluted net income per common share increased $.04 to
$.19 per share for the three  months  ended  March 31,  1999 from $.15 per share
during the  comparable  period in 1998.  The  increase in diluted net income per
common  share is  primarily  attributable  to the  increase in net income and by
fewer weighted average common and common  equivalent  shares  outstanding in the
three months ended March 31, 1999 compared to the comparable period in the prior
year due to the Company  repurchasing  common stock for approximately  1,793,000
shares during the twelve  months ended March 31, 1999. In addition,  the Company
repurchased unit purchase options in the twelve months ended March 31, 1999 that
also  reduced  the  weighted  average  common  and  common   equivalent   shares
outstanding in the three months ended March 31, 1999.

     Nine Months  Ended March 31, 1999  Compared to Nine Months  Ended March 31,
     1998

     Net sales. Net sales increased by $22.4 million, or 57.5%, to $61.5 million
during  the nine  months  ended  March 31,  1999 from $39.1  million  during the
comparable  period in 1998.  The increase in net sales was primarily a result of
the internal  growth of the Company's  pre-existing  product lines combined with
the  Company's  acquisition  of  substantially  all of the  assets  used  in the
businesses of Weed Wizard, Inc. in February 1998,  Landmaster Products,  Inc. in
March 1998, the acquisition in May 1998 of the Tensar(R)  consumer products line
from the Tensar  Corporation  and the acquisition of Ampro  Industries,  Inc. in
October 1998.

     Gross profit.  Gross profit increased by $10.7 million,  or 50.5%, to $31.9
million for the nine months ended March 31, 1999 from $21.2  million  during the
comparable  period in 1998.  This  increase was due primarily to the increase in
net sales.  Gross profit as a percentage of net sales  decreased to 51.8% during
the nine months ended March 31, 1999 from 54.3% during the comparable  period in
1998.  The decrease in gross profit as a percentage  of net sales was  primarily
attributable to an increase in sales of lower-margin products.


                                       11
<PAGE>

     Selling and shipping expenses. Selling and shipping expenses increased $4.3
million,  or 51.4%, to $12.8 million during the nine months ended March 31, 1999
from $8.5  million  during the  comparable  period in 1998.  This  increase  was
primarily the result of an increase in the amount of products shipped, which was
a consequence of the internal growth of the Company's pre-existing product lines
combined  with the  acquisition  of the  Tensar(R)  consumer  products  line and
substantially  all of the assets used in the  businesses  of Weed Wizard,  Inc.,
Landmaster Products, Inc. and the acquisition of Ampro Industries,  Inc. Selling
and shipping expenses as a percentage of net sales decreased to 20.8% during the
nine  months  ended March 31, 1999 from 21.7%  during the  comparable  period in
1998.  This decrease was primarily as a result of economies of scale gained from
the sale of new products to existing customers.

     General and administrative  expenses.  General and administrative  expenses
increased  $3.8 million or 62.7%,  to $9.9 million  during the nine months ended
March 31, 1999 from $6.1  million  during the  comparable  period in 1998.  This
increase was primarily due to increased amortization of goodwill of $693,000 and
depreciation  of $493,000 as a result of the asset  acquisitions of Weed Wizard,
Inc. and Landmaster  Products,  Inc., the acquisition of Ampro Industries,  Inc.
and of the Tensar(R) consumer product line. Furthermore,  the increase is due to
the  addition  of certain  administrative  personnel  related  to the  Company's
internal growth and recent  acquisitions.  As a percentage of net sales, general
and  administrative  expenses  increased  to 16.0%  during the nine months ended
March 31, 1999 from 15.5% during the comparable period in 1998.

     Income from operations.  Income from operations  increased by $2.5 million,
or 38.1%,  to $9.2 million during the nine months ended March 31, 1999 from $6.7
million  during the  comparable  period in 1998.  The  increase  in income  from
operations for the 1999 period was primarily attributable to the increase in net
sales, offset in part by increased selling and shipping expenses and general and
administrative  costs.  As a  percentage  of net sales,  income from  operations
decreased  to 15.0% for the nine months  ended March 31, 1999 from 17.1%  during
the  comparable  period in 1998.  The  decrease in income from  operations  as a
percentage  of net sales was primarily  attributable  to an increase in sales of
lower-margin products.

     Interest expense. Interest expense increased by $2.9 million, or 115.4%, to
$5.4  million  during the nine months  ended March 31,  1999,  from $2.5 million
during the  comparable  period in 1998.  The  increase  in  interest  expense is
primarily  related to the interest  associated with the increase in Company debt
in April 1998,  associated  with the  issuance by U.S.  Home & Garden Trust I, a
subsidiary of the Company, of certain trust preferred securities, and borrowings
under  the  Company's  credit  facility  to  finance  the  acquisition  of Ampro
Industries, Inc.

     Income taxes.  Income tax expense decreased to $1.8 million during the nine
months March 31, 1999 from $1.9 million  during the  comparable  period in 1998,
primarily due to the decrease in net income before taxes. The income tax expense
for each interim period is based upon the Company's  estimated  effective income
tax rate for the year.

     Net income.  Net income  decreased  by $68,000,  or 2.6%,  to $2.5  million
during  the nine  months  ended  March 31,  1999 from $2.6  million  during  the
comparable period in 1998. Diluted net income per common share decreased $.01 to
$.11 per  share for the nine  months  ended  March 31,  1999 from $.12 per share
during the  comparable  period in 1999. The decrease in diluted income per share
is primarily  attributable to more weighted average common and common equivalent
shares  outstanding  in the nine months  ended  March 31,  1999  compared to the
comparable  period in the prior  year due to the  Company  selling  4.3  million
shares of common stock in a December 1997 public offering, offset in part by the
Company repurchasing common stock for approximately  1,793,000 shares during the
twelve months ended March 31, 1999. In addition,  the Company  repurchased  unit
purchase  options in the last  twelve  months  that also  reduced  the  weighted
average common and common equivalent shares outstanding in the nine months ended
March 31, 1999.


                                       12
<PAGE>

Seasonality

     The  Company's  sales are seasonal due to the nature of the lawn and garden
business,  in parallel with the annual growing  season.  The Company's sales and
shipping  are most  active  from late  December  through  May when home lawn and
garden  customers are purchasing  supplies for spring planting and retail stores
are increasing  their  inventory of lawn and garden  products.  Sales  typically
decline by early to mid-summer.

     Sales of the Company's agriculture products, which were not material during
the  three and nine  months  ended  March  31,  1999,  are also  seasonal.  Most
shipments  occur during the  agriculture  cultivation  period from March through
October.

Liquidity and Capital Resources

     Since inception,  the Company has financed its operations primarily through
cash generated by operations, net proceeds from the Company's private and public
sales of securities and borrowings from lending institutions.

     At March  31,  1999,  the  Company  had  consolidated  cash and  short-term
investments  totaling $3.3 million and working capital of $31.8 million. At June
30, 1998, the Company had consolidated cash and short-term  investments totaling
$27.1 million and working capital of $46.7 million.  In addition to the decrease
in  working  capital  associated  with  the  seasonal  nature  of the  Company's
business,  $24.6  million  was used for the  purchase of  substantially  all the
assets used in the business of Ampro Industries,  Inc. and $7.3 million was used
for the  repurchase  of common stock for  treasury  during the nine months ended
March  31,  1999.  This  decrease  was  partially  offset by  proceeds  from the
Company's bank line of credit of $31 million.

     Net cash used in  operating  activities  during the nine months ended March
31, 1999 was $17.5 million consisting  primarily of an increase in inventory and
accounts  receivable,  offset  in  part  by  net  income  and  depreciation  and
amortization for the period.

     Net cash used in  investing  activities  during the nine months ended March
31, 1999 was $29.7 million consisting primarily of cash used for the purchase of
Ampro  Industries Inc., and cash used for the purchase of property and equipment
and package design.

     Net cash  provided by  financing  activities  during the nine months  ended
March 31, 1999 was $23.3  million  consisting  primarily  of  proceeds  from the
Company's  bank  line  of  credit,   partially   offset  by  the  repurchase  of
approximately  1,557,000  shares of common  stock for  treasury in the amount of
$7.3 million.

     At this time the Company is unable to quantify the impact on its  financial
results   for  the  quarter   ending  June  30,  1999  of  certain   anticipated
non-recurring  restructuring  charges  expected  to  arise  from  the  Company's
previously announced realignment of its operations that commenced in the quarter
ended March 31, 1999.


                                       13
<PAGE>

     On October 13,  1998,  the Company  entered  into a credit  agreement  (the
"Credit  Agreement") with Bank of America  National Trust & Savings  Association
(the "Bank").  The Credit Agreement  provides for a revolving credit facility of
up to $25  million to  finance  the cost of  acquisitions  by the  Company  (the
"Acquisition  Facility") and a revolving credit facility of up to $20 million to
finance  the  Company's  working  capital  requirements  (the  "Working  Capital
Facility").  Both of such credit facilities expire on October 15, 2001, at which
time borrowings under the Acquisition  Facility are payable on a term loan basis
in  quarterly  installments   commencing  December  31,  2001,  with  the  final
installment  maturing on September 30, 2004 and, unless  refinanced,  borrowings
under the Working Capital  Facility mature on such expiration date. In addition,
borrowings  under the Acquisition  Facility are subject to mandatory  prepayment
from the net proceeds of certain  dispositions of assets,  and certain losses or
condemnation of property,  from excess cash (as defined in the Credit Agreement)
generated by the Company and its subsidiaries and 50% of the net proceeds of any
new  issuances  of the  Company's  capital  stock  after such  expiration  date.
Mandatory prepayments by the Company prior to such expiration have the effect of
reducing the Acquisition Facility by the prepayment amount. In addition,  during
a period of 30  consecutive  days during the period July 1 to December 1 in each
year, no borrowings can be outstanding under the Working Capital  Facility.  The
Company has the right under the Credit  Agreement to  terminate  or  permanently
reduce the Bank's commitments under such credit facilities in the minimum amount
of $1.0  million  and  multiples  thereof  subject to the payment to the Bank of
"reduction  fees"  of 1% of the  amount  terminated  or  reduced  on or prior to
December  31, 1999 and 0.5% of the  amounts  terminated  or reduced  thereafter.
Borrowings  under such credit  facilities bear interest at variable annual rates
selected by the Company based on LIBOR ("London Interbank Offered Rate"), or the
higher of 0.5% above the then  current  Federal  Funds Rate or the Bank's  prime
rate plus, in each case, an applicable marginal rate of interest.

     The Company's  obligations under the Credit Agreement are guaranteed by its
subsidiaries  and  secured  by a  security  interest  in  favor  of the  Bank in
substantially  all of the assets of the Company and its  subsidiaries.  Upon the
occurrence  of an  event of  default  specified  in the  Credit  Agreement,  the
maturity of loans  outstanding  under the Credit Agreement may be accelerated by
the Bank,  which may also  foreclose its security  interest on the assets of the
Company and its subsidiaries.

     Under the Credit Agreement,  the Company and its subsidiaries are required,
among  other  things,  to  comply  with (a)  certain  limitations  on  incurring
additional  indebtedness,  liens and  guaranties,  on  dispositions  of  assets,
payment of cash dividends and cash redemption and repurchases of securities, and
(b)  certain   limitations  on  merger,   liquidations,   changes  in  business,
investments,   loans  and   advances,   affiliate   transactions   and   certain
acquisitions.  In addition, the Company must comply with certain financial tests
and  ratios.  A  violation  of any of these  covenants  constitutes  an event of
default under the Credit Agreement.

     The Company believes that its operations will generate sufficient cash flow
to service the debt  incurred.  However,  if such cash flow is not sufficient to
service  such debt,  the Company will be required to seek  additional  financing
which may not be available on commercially acceptable terms or at all.

     As of March 31,  1999,  the Company has a net  deferred  tax  liability  of
$1,025,000  primarily relating to depreciation and amortization in excess of the
book amount.  The deferred tax asset of $522,000  relates to the  allowance  for
accounts receivable, vacation accrual and certain other balance sheet reserves.

New Accounting Pronouncements

     In June 1998,  the Financial  Accounting  Standards  Board issued SFAS 133,
"Accounting  for  Derivative  Instruments  and Hedging  Transactions".  SFAS 133
requires  companies to recognize all  derivatives  contracts as either assets or
liabilities  in the balance sheet and to measure them at fair value.  If certain
conditions are met, a derivative may be specifically  designated as a hedge, the
object  of which is to  match  the  timing  of gain or loss  recognition  on the
hedging  derivative with the recognition of (i) the changes in the fair value of
the hedged asset or liability that are  attributable  to the hedged risk or (ii)
the earnings' effect of the hedged forecasted transaction.  For a derivative not
designated as a hedging instrument,  the gain or loss is recognized in income in
the period of change.  SFAS 133 is effective  for all fiscal  quarters of fiscal
years beginning after June 15, 1999.


                                       14
<PAGE>

     Historically, the Company has not entered into derivatives contracts either
to hedge existing risks or for speculative  purposes.  Accordingly,  the Company
does not  expect  adoption  of this new  standard  on July 1, 1999 to affect its
financial statements.

Inflation

     Inflation  has  historically  not had a  material  effect on the  Company's
operations.

Year 2000

Overview and Background

     The Company has  implemented a project ("the  Project") to address the Year
2000 readiness of its information  technology  systems (e.g.  telephones,  alarm
systems, copy machines,  computer systems,  etc.) which have embedded technology
(collectively  referred to as Systems).  Additionally,  the Project includes the
assessment of the Year 2000 readiness of the Company's significant suppliers and
customers.

Status of the Project

     The Project is divided into four separate  phases - Planning and Awareness,
Inventory, Assessment, and Remediation.

     The  Planning  and  Awareness  phase  began  in  October  1997 and has been
completed.  This phase  included:  (i.)  development and approval of the Project
charter,  (ii.) formation of a Project  management team to carry out the Project
charter, (iii.) identification and assessment of overall Project risks and (iv.)
development of a Project budget.

     The  Inventory  phase began in January  1998 and has been  completed.  This
phase included:  (i.)  identification of significant  Systems to be assessed and
(ii.) identification of all significant suppliers and customers.

     The Assessment phase began in November 1998 and is  substantially  complete
as of March 1999.  This phase involves:  (i.) contacting  vendors of significant
Systems to assess the Year 2000 readiness of those systems, (ii.) testing of the
assertions  made by the  vendors  of  significant  Systems',  (iii.)  contacting
significant  suppliers and customers in order to understand  their state of Year
2000 readiness, (iv.) assessment of assertions made by significant suppliers and
customers,  (v.)  determination  of the  extent  of  which  remediation  will be
required to ensure Year 2000  readiness  and (vi.)  development  of  contingency
plans to the extent  considered  necessary.  Although the  Company's  assessment
identified  certain systems that were not currently Year 2000  compliant,  these
systems have either been corrected or entered the remediation phase.

     The Remediation phase began concurrently with the Assessment phase. Systems
identified  during the Assessment  phase as not Year 2000 compliant  immediately
enter the Remediation  phase. The Remediation phase is projected to be completed
by mid 1999 and is currently on schedule. The activities that will be undertaken
during this phase  include:  (i.)  repairing,  replacing  or  reprogramming  all
significant  Systems  that are not Year 2000  compliant;  (ii.)  validation  and
testing of remediated Systems; and (iii.) establishment and completion of action
plans to address any Year 2000 issues with significant customers or suppliers.

     To date, none of the Company's  other  information  technology  projects or
initiatives have been delayed or materially  affected due to the  implementation
of the Project.


                                       15
<PAGE>

Costs

     The Company has and will utilize primarily  internal resources to carry out
the  Project.  Costs  incurred  to ensure the  Company's  Systems  are Year 2000
compliant  have not been and are not  expected to be  material to the  Company's
results of operations, financial position or cash flows. The Project's costs are
expensed as incurred.

Risks and Contingencies

     The Company  believes the Project will meet its Year 2000  objectives  in a
timely manner.  However,  the Company has not yet completed all necessary phases
of its Year 2000 initiatives.  The ability of suppliers and customers with which
the Company  interacts to timely convert their systems to Year 2000 compliant is
somewhat  uncertain  and not  directly  under the  control of the  Company.  The
Company conducts  operations in various markets  worldwide which may not be Year
2000 compliant because of many factors,  including,  but not limited to, lack of
resources  and lack of  attention  to the Year 2000  issue.  Disruptions  in the
economy  generally  resulting  from Year 2000 issues  could also have an adverse
affect on the Company's operations. Such failures could materially and adversely
effect the Company's results of operations, liquidity and financial position.

     The  Company  is   dependent   on  several   single   source  raw  material
manufacturers  for supply of such  products as weed block fabric and shade cloth
fabric.  Additionally,  demand  for  the  Company's  products  by the  Company's
customers is  dependent on the ability of certain high volume  customers to have
effective  systems in place such that Year 2000 issues do not negatively  effect
demand.  In the  event of a major  economic  slowdown  as a result  of Year 2000
issues, the Company would likely be adversely effected in kind. When the economy
is  depressed,  the home and garden  industry  generally  is  depressed as well.
Failure in the systems of the Company's  major  suppliers or the Company's major
customers could have adverse effect on the company.

     The Company has  substantially  completed  its initial  contingency  plans.
These  contingency plans will be continually  updated as the Project  progresses
and new information  becomes available regarding the remediation of systems that
are not Year 2000 compliant.  However, the Company's  contingency plans have not
yet been tested to ensure that they will provide adequate safeguards for Systems
that are ultimately  not Year 2000  compliant.  The Company  intends to continue
evaluating its contingency plans until Project completion.

     The Project's  estimated  percentage of  completion,  estimated  completion
dates  for  the  various   phases,   and  estimated  costs  are  dependent  upon
management's  assumptions of certain future events,  such as compliance efforts,
the  availability  of personnel  trained in this area, and the ability to locate
and correct relevant computer codes in all significant Systems.  There can be no
assurance  that third parties on which the Company  relies will succeed in their
Year 2000  compliance  efforts or that failure by a third party would not have a
material  adverse  effect on the  Company's  results of  operations or financial
condition.


Item 3 - Quantitative and Qualitative Disclosures about Market Risk

     Not applicable.


                                       16
<PAGE>

                           Part II - OTHER INFORMATION

Item 2.  Changes in Securities

          During  the  quarter  ended  March 31,  1999 the  vesting  periods  of
          previously  issued  options to purchase an aggregate of 382,500 shares
          of the  Company's  common stock at $1.69 per share were  extended from
          four years to ten years and the  termination  dates of 132,500 of such
          options were extended from three years to five years.

          Adoption of Preferred Share Purchase Rights Plan.

          During  the  quarter   ended  March  31,  1999  the  Company  filed  a
          certificate  of amendment to its  Certificate  of  Incorporation  with
          respect to the designation of a class of Series A Junior Participating
          Preferred  Stock,  par value $.01 per share (the "Preferred  Shares").
          The class of  Preferred  Shares  was  created in  connection  with the
          Company's previously announced adoption of its stockholder rights plan
          (the "Rights Plan") which grants a purchase right (a "Right") for each
          outstanding  share of the  Company's  common  stock held by holders of
          record on the  close of  business  on  October  1,  1998 (the  "Record
          Date").  Each Right,  which is attached to the Company's common stock,
          entitles  the  registered  holder,  under  certain  circumstances,  to
          purchase from the Company one  one-thousandth  of a Preferred Share of
          the  Company at a price of $22 per one  one-thousandth  of a Preferred
          Share.

          The Rights will generally be exercisable  only if a person or group of
          affiliated or associated persons have acquired beneficial ownership of
          12% or more of the outstanding shares of the Company's common stock or
          commences,  or  announces  an  intention  to make,  a tender  offer or
          exchange  offer  the   consummation  of  which  would  result  in  the
          beneficial  ownership  by a  person  or  group  of 12% or  more of the
          outstanding  shares of the  Company's  common  stock.  The Rights will
          expire on October 1, 2008,  unless such date is extended or unless the
          rights are earlier redeemed or exchanged by the Company.

          The  Rights  Plan  is  designed  to help  ensure  that  the  Company's
          stockholders  receive fair  treatment  in the event of an  unsolicited
          attempt to gain control of the Company and was not adopted in response
          to any specific takeover threat.

          The  description  and  terms of the  Rights  are set forth in a Rights
          Agreement  between the Company and Continental  Stock Transfer & Trust
          Company, as Rights Agent

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits:

          3.1  Amendment to Certificate of Incorporation to designate a class of
               series A junior participating preferred stock.

          27.1 Financial Data Schedule for the Quarter ended March 31, 1999.*

     (b)  No reports on Form 8-K were filed  during the quarter  ended March 31,
          1999.


----------
* (For SEC use only)


                                       17
<PAGE>


                                   SIGNATURES6

Pursuant  to the  requirement  of the  Securities  Exchange  Act  of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Dated May 12, 1999
                                        U.S. Home & Garden Inc.
                                                 (Registrant)
                                        
                                        
                                        /s/   Robert Kassel                     
                                        --------------------------------------
                                        President, Chief Executive Officer and
                                        Treasurer
                                        
                                        
                                        /s/   Lynda Gustafson                   
                                        --------------------------------------
                                        Vice President of Finance (Principal
                                        Accounting Officer)


                                       18